ZIMV director reports $19.00 cash consideration; awards vested and canceled

Rhea-AI Filing Summary

ZimVie Inc. (ZIMV) reported an insider Form 4 reflecting completion of a merger effective on October 20, 2025. At the effective time, each share of ZimVie common stock was converted into the right to receive $19.00 in cash, and all such shares were canceled.

The filing shows equity awards held by director Vinit Asar were settled in cash per the merger terms. Deferred Share Units totaling 8,289.986 and Restricted Stock Units totaling 57,728 vested in full and were canceled, with the cash amount based on the $19.00 per-share merger consideration. The company accelerated unvested awards immediately prior to the effective time as required by the merger agreement.

Insights

Securities counsel

Form 4 records merger cash-out at $19.00 and award vesting.

The disclosure documents a change-of-control close on October 20, 2025. Each ZimVie common share became the right to receive $19.00 in cash and was canceled, a standard outcome in a cash merger.

Director equity awards were treated per the agreement: 8,289.986 Deferred Share Units and 57,728 Restricted Stock Units vested and were canceled for cash using the same $19.00 per-share reference. The issuer accelerated unvested awards immediately prior to closing, contingent on the merger’s completion.

This is an administrative ownership update. Actual impact on trading depends on the consummated merger terms already set; the filing does not state further post-close actions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ASAR VINIT K

(Last) (First) (Middle)

4555 RIVERSIDE DRIVE

(Street)

PALM BEACH GARDENS FL 33410

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZimVie Inc. [ ZIMV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Units	(1)(2)	10/20/2025		D			8,289.986	(2)(4)	(2)(4)	Common Stock	8,289.986	(2)	0	D
Restricted Stock Units	(1)(3)	10/20/2025		D			57,728	(3)(4)	(3)(4)	Common Stock	57,728	(3)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 20, 2025, by and among the Issuer, Zamboni Parent Inc., a Delaware corporation ("Parent"), and Zamboni MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, on October 20, 2025 (the "Effective Time"), MergerCo merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the Effective Time, each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), reported on this Form 4 was converted into the right to receive $19.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled.

2. At the Effective Time, each deferred share unit (whether settled in cash or in shares of Common Stock, including any such deferred stock unit resulting from the reinvestment of dividend equivalents) (each, a "Deferred Share Unit") outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested) and was canceled and converted into the right to receive cash, without interest and subject to applicable tax withholding and deductions, in an amount equal to the product, rounded to the nearest cent, of (i) the number of shares of Common Stock subject to such Deferred Share Unit immediately prior to the Effective Time and (ii) the Merger Consideration.

3. At the Effective Time, each restricted stock unit with respect to Common Stock (each, a "Restricted Stock Unit") outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested) and was canceled and converted into the right to receive cash, without interest and subject to applicable tax withholding and deductions, in an amount equal to the product, rounded to the nearest cent, of (i) the number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time and (ii) the Merger Consideration. Each Restricted Stock Unit represented a contingent right to receive one share of Common Stock.

4. As required by the terms of the Merger Agreement, the Issuer accelerated the vesting, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement, of all of the outstanding and unvested equity awards held by Mr. Asar.

	/s/ Heather Kidwell, Attorney-in-Fact for Vinit Asar	10/20/2025
	** Signature of Reporting Person	Date
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FAQ

What did ZIMV disclose in this Form 4?

A completed merger on October 20, 2025, where each common share converted into the right to receive $19.00 in cash and was canceled.

What happened to ZIMV Deferred Share Units in the merger?

8,289.986 Deferred Share Units vested and were canceled for cash equal to shares multiplied by the $19.00 per-share merger consideration.

How were ZIMV Restricted Stock Units treated?

57,728 RSUs vested in full and were canceled for cash based on the $19.00 per-share merger consideration.

Who is the reporting person in this filing?

Director Vinit Asar filed the Form 4, reporting award vesting and cash-out tied to the merger.

Did ZIMV accelerate unvested equity awards?

Yes. The issuer accelerated unvested awards immediately prior to the effective time, contingent on the merger’s closing.

What is the effective date of the merger for ZIMV?

The effective time was October 20, 2025.

What cash amount per ZIMV share did holders receive?

Each share converted into the right to receive $19.00 in cash, subject to applicable tax withholding.